Carey Mulligan and Peter Sarsgaard star as a couple in "An Education."

It's 1961, and Jenny (Carey Mulligan), a bright 16-year-old schoolgirl in a tidy London suburb, nurtures aspirations of sophistication that involve smoking cigarettes and dreaming of the day she can sit in a Paris cafe. Beatles-era grooviness and sexual liberation haven't yet reached this corner of the Empire, where cautious, 1950s-style postwar provincialism still prevails -- the same squareness the gents across the pond in "Mad Men" are just beginning to bend.

Jenny's dad (Alfred Molina) is fearful and fussy; Mum (Cara Seymour) is resigned. So the good student studies her Latin, grinding for admisson into Oxford University.

Life lessons don't begin until she meets David (Peter Sarsgaard), who's in his early 30s, and Jewish, and suave. He's so charmant, he even dazzles Mum and Dad. Being included in David's exotic, if mysteriously shady, universe -- the travel, the jazz clubs that hint at wider horizons, and, oh yes, the sex -- is like a crash course in worldliness. And as this picture of times that were a-changin' demonstrates with quiet, though conventionally built, artistry, worldliness has its discontents.

"An Education" is the vivid story of how one girl became a woman -- and how Olde England morphed into the youthquake center of '60s yeah yeah yeah. None of which would be quite so vivid without the beguiling performance of newcomer Mulligan. She's very much an It Girl, with her natural elegance in a brunet upsweep à la Audrey Hepburn. And she's protectively partnered by Sarsgaard in the tricky job of playing sweet yet suspect, a balance he sustains with nonchalance.

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Equally important players: Dominic Cooper and the divine Rosamund Pike as David's ever-so-knowing pals, Olivia Williams as a teacher who hates to see her prize pupil make poor choices, and Emma Thompson, steaming forth like a battleship as Jenny's headmistress.

The movie, in a palette of cloudy blues, is adapted from a vivid memoir by British journalist Lynn Barber and directed by gifted Danish filmmaker Lone Scherfig from a screenplay of economical empathy by "High Fidelity" novelist Nick Hornby.

Afterward, you'll want to listen to the Beatles sing "She's Leaving Home." It might be a girl like Jenny the lads had in mind.